HEARTLAND ADVISORS INC
SC 13G/A, 1997-02-14
Previous: HEARTLAND ADVISORS INC, SC 13G/A, 1997-02-14
Next: HEARTLAND ADVISORS INC, SC 13G, 1997-02-14



<PAGE>   1

                                          





                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



                                  SCHEDULE 13G



                   Under the Securities Exchange Act of 1934

                              (Amendment No.  1 )*


                             DIGNITY PARTNERS, INC.
                                (Name of Issuer)


                                  COMMON STOCK
                         (Title of Class of Securities)


                                   254017106
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement [    ].  (A
fee is not required only if the filing person:  (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purposed of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).






                               Page 1 of 5 pages

<PAGE>   2


CUSIP No. 254017106                   13G                   Page  2  of  5 Pages



1.  NAME OF REPORTING PERSON
    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                HEARTLAND ADVISORS, INC.

                #39-1078128

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                 (a)  [      ]
                                                 (b)  [      ]

3.  SEC USE ONLY


4.  CITIZENSHIP OR PLACE OF ORGANIZATION

                WISCONSIN, U.S.A.

           NUMBER OF          5.  SOLE VOTING POWER
            SHARES     
          BENEFICIALLY              595,000
            OWNED BY                                                
              EACH            6.  SHARED VOTING POWER
           REPORTING          None
             PERSON                  
              WITH            7.  SOLE DISPOSITIVE POWER   
                                  
                                    595,000
                                   
                              8.  SHARED DISPOSITIVE POWER
                              None



9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        595,000

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        13.9%

12.  TYPE OF REPORTING PERSON*

              IA


<PAGE>   3


CUSIP NUMBER  254017106                                        Page 3 Of 5 Pages

Item 1.
     (a) Name of Issuer:  Dignity Partners, Inc.


     (b) Address of Issuer's Principal Executive Offices:
           1700 Montgomery Street, Suite 250
           San Francisco,  CA   94111

Item 2.
     (a) Name of Person Filing:    Heartland Advisors, Inc.


     (b) Address of Principal Business Office:
               Heartland Advisors, Inc.
               790 North Milwaukee Street
               Milwaukee, WI  53202


     (c) Citizenship:       Heartland Advisors is a Wisconsin corporation.

     (d) Title of Class of Securities:  Common Stock

     (e) CUSIP Number: 254017106

Item 3.  If this statement is filed pursuant to Rule 13d-1(b),
         or 13d-2(b), check whether the person filing is a:

     (a)_____     Broker or Dealer registered under Section 15 of
                  the Act.

     (b)_____     Bank as defined in Section 3(a)(6) of
                  the Act.

     (c)_____     Insurance company as defined in Section 3(a)(19)
                  of the Act.

     (d)_____     Investment company registered under Section 8 of
                  the Investment Company Act of 1940.

     (e)__X__     Investment adviser registered under Section 203 of
                  the Investment Advisers Act of 1940.

     (f)_____     Employee Benefit Plan, Pension Fund which is subject
                  to the provisions of the Employee Retirement Income Security
                  Act of 1974 or Endowment Fund; see Sec 240.13d-1(b)(1)(ii)(F).

<PAGE>   4



     (g)_____     Parent Holding Company, in accordance with
                  Sec 240.13d-1(b)(ii)(G) (Note:  See Item 1).


     (h)_____     Group, in accordance with
                  Sec 240.13d-1(b)(1)(ii)(H).

Item 4.   Ownership.

     (a)  Amount beneficially owned:
          595,000 shares may be deemed beneficially owned within the meaning of 
Rule 13d-3 of the Securities Exchange Act of 1934 by Heartland Advisors, Inc.

     (b)  Percent of Class:
          13.9%

     (c)  For information on voting and dispositive power with respect to the
above listed shares, see Items 5-8 of the Cover Page.


Item 5.   Ownership of Five Percent or Less of a Class.

          If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more 
than five percent of the class of securities, check the following:[  ]


Item 6.   Ownership of more than Five Percent on Behalf of Another
          Person.

          The shares of common stock to which this Schedule relates are held in
investment advisory accounts of Heartland Advisors, Inc.  As a result, various
persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities.  The
interests of one such account, Heartland Small Cap Contrarian Fund, a series of
Heartland Group, Inc., a registered investment company,  relates to more than
5% of the class.


Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on By the Parent Holding Company.

          Not Applicable.

Item 8.   Identification and Classification of Members of the Group.

          Not Applicable.

Item 9.   Notice of Dissolution of Group.

          Not Applicable.

<PAGE>   5


Item 10.  Certification.

        By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.

                                   SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

DATE:   February 12, 1997

                                HEARTLAND ADVISORS, INC.

                                By:     PATRICK J. RETZER
                                          Patrick J. Retzer
                                          Vice President/Treasurer





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission